Form 10-Q FEDEX CORP For: Aug 31

September 17, 2019 4:18 PM

Exhibit 10.1

INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO FEDEX IF PUBLICLY DISCLOSED.

 

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

  1. CONTRACT ID CODE     PAGE     OF
     

 

    1    

 

 

    2    

2. AMENDMENT/MODIFICATION NO.

153

 

3. EFFECTIVE DATE  

05/24/2019

  4. REQUISITION/PURCHASE REQ. NO.       5. PROJECT NO. (If applicable)
6. ISSUED BY                                                CODE     5ACAAQ   7. ADMINISTERED BY (IF OTHER THAN ITEM 6)   CODE     5ACAAQ

JESSICA J. STRINGER

Cargo Air Acquisitions

Air Transportation CMC

United States Postal Service

475 L’Enfant Plaza SW, Room 1P650

Washington DC 20260-0650

(202) 268-5527  

 

 

Cargo Air Acquisitions

Air Transportation CMC

United States Postal Service

475 L’Enfant Plaza SW, Room 1P650

Washington DC 20260-0650

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County,  State, and Zip Code)           (x)         9A. AMENDMENT OF SOLICITATION NO.

 

FEDERAL EXPRESS CORPORATION

             

3610 HACKS CROSS ROAD

MEMPHIS TN 38125-8800

           

9B. DATED (SEE ITEM 11)

 

   

    

 

     x      

 

 

10A. MODIFICATION OF CONTRACT/ORDER NO.

ACN-13-FX

 

                  10B. DATED (SEE ITEM 13)
SUPPLIER CODE:       000389122   FACILITY CODE                           04/23/2013
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS     
         ☐  is extended,        ☐  is not  extended.

 

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning                  copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

 

12. ACCOUNTING AND APPROPRIATION DATA (If required.)

See Schedule

 

$0.00

    

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

 

   
(x)    

A. THIS CHANGE BY CLAUSE IS ISSUED PURSUANT TO: (Specify clause) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

     
☐                 

 

☐  

 

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14.

 

       

 

☐  

 

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO THE AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

 

       
☒    

D. OTHER (such as no cost change/cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

Mutual Agreement of the Contracting Parties

 

       

 

E. IMPORTANT: Contractor          is not,          is required to sign this document and return         1     copies to the issuing office.

 

   

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

The parties are adding [*] for two unit load devices (ULD) container types to Attachment 20, ULD Damage Matrix. Modification No. 129 addressed adding the two types to Attachment 10 previously.

 

The parties are making two changes to Attachment 4, Operating Plan, Night Network to incorporate the method that the supplier uses to deliver mail to the Atlanta, Georgia (ATL) destination on the Night Network. The changes are:

 

-   The Required Delivery Time (RDT) for ATL changes from [*] to [*].

 

-   The delivery code for ATL changes from D to F, Aviation Supplier Delivers in ULDs.

 

In addition, the supplier has made an operational change, [*].

Continued…

   

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

 

   

15A. NAME AND TITLE OF SIGNER (Type or print)

 

    Ron D. Stevens, Vice President                                                          

 

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

 

    Brian Mckain

15B. CONTRACTOR/OFFEROR

 

/s/ RON D. STEVENS

(Signature of person authorized to sign)

     

15C. DATE SIGNED  

 

6-6-19

 

16B. CONTRACT AUTHORITY

 

/s/ BRIAN MCKAIN

(Signature of Contracting Officer)

     

16C. DATE SIGNED

 

6/7/19

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


CONTINUATION SHEET

  REQUISITION NO.  

PAGE

 

2

 

    OF

 

    2

 

              

 

CONTRACT/ORDER NO.

 

ACN-13-FX/153

 

AWARD/ EFFECTIVE DATE  

05/24/2019

  MASTER/AGENCY CONTRACT NO.       SOLICITATION NO.  

SOLICITATION         ISSUE DATE

           
    ITEM NO    

 

 

SCHEDULE OF SUPPLIES/SERVICES

 

 

QUANTITY 

 

 

 UNIT 

 

 

    UNIT PRICE    

 

 

AMOUNT

 

   

 

The Required Delivery Time of [*] is not affected. [*].

 

Sub Rept Req’d: Y Carrier Code: FX Route Termini

S: Various Route Termini End: Various Payment

Terms: SEE CONTRACT

Period of Performance: 09/30/2013 to 09/29/2024

 

 

 

 

    

               

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

Exhibit 10.2

INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO FEDEX IF PUBLICLY DISCLOSED.

 

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

  1. CONTRACT ID CODE     PAGE     OF
     

 

    1    

 

 

    3    

2. AMENDMENT/MODIFICATION NO.

154

 

3. EFFECTIVE DATE  

04/01/2019

  4. REQUISITION/PURCHASE REQ. NO.       5. PROJECT NO. (If applicable)
6. ISSUED BY                                                CODE     5ACAAQ   7. ADMINISTERED BY (IF OTHER THAN ITEM 6)   CODE     5ACAAQ

JESSICA J. STRINGER

Cargo Air Acquisitions

Air Transportation CMC

United States Postal Service

475 L’Enfant Plaza SW, Room 1P650

Washington DC 20260-0650

(202) 268-5527  

 

 

Cargo Air Acquisitions

Air Transportation CMC

United States Postal Service

475 L’Enfant Plaza SW, Room 1P650

Washington DC 20260-0650

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County,  State, and Zip Code)           (x)         9A. AMENDMENT OF SOLICITATION NO.

 

FEDERAL EXPRESS CORPORATION

             

3610 HACKS CROSS ROAD

MEMPHIS TN 38125-8800

           

9B. DATED (SEE ITEM 11)

 

   

    

 

     x      

 

 

10A. MODIFICATION OF CONTRACT/ORDER NO.

ACN-13-FX

 

                  10B. DATED (SEE ITEM 13)
SUPPLIER CODE:      000389122   FACILITY CODE                           04/23/2013
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS     
         ☐  is extended,        ☐  is not  extended.

 

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning                  copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

 

12. ACCOUNTING AND APPROPRIATION DATA (If required.)

See Schedule

 

Net Increase:      [*]

    

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

 

   
(x)    

A. THIS CHANGE BY CLAUSE IS ISSUED PURSUANT TO: (Specify clause) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

     
☐                 

 

☐  

 

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14.

 

       

 

☐  

 

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO THE AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

 

       
☒    

D. OTHER (such as no cost change/cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

Mutual Agreement of the Contracting Parties

 

       

 

E. IMPORTANT: Contractor          is not,          is required to sign this document and return         1     copies to the issuing office.

 

   

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

The purpose of this modification is to execute the following change to the ACN-13-FX contract:

 

1. In accordance with contract ACN-13-FX and the “Fuel Adjustment” section, the following Line Haul Rate (fuel) for the Day Network as set out in Attachment 10 is modified for performance during the period of April 1, 2019 to April 28, 2019 (Operating Period 67) as follows:

 

TIERS: Base – Tier 5

From:

[*] per cubic foot

Continued…

   

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

 

   

15A. NAME AND TITLE OF SIGNER (Type or print)

 

    Ron D. Stevens, Vice President                                                          

 

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

 

    Brian Mckain

15B. CONTRACTOR/OFFEROR

 

/s/ RON D. STEVENS

(Signature of person authorized to sign)

     

15C. DATE SIGNED  

 

6-11-19

 

16B. CONTRACT AUTHORITY

 

/s/ BRIAN MCKAIN

(Signature of Contracting Officer)

     

16C. DATE SIGNED

 

6/11/19

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


CONTINUATION SHEET

  REQUISITION NO.  

Page

 

2

 

    Of

 

    3

 

              

 

CONTRACT/ORDER NO.

 

ACN-13-FX/154

 

AWARD/ EFFECTIVE DATE  

 

04/01/2019

  MASTER/AGENCY CONTRACT NO       SOLICITATION NO.  

SOLICITATION         ISSUE DATE

           
    ITEM NO    

 

 

SCHEDULE OF SUPPLIES/SERVICES

 

 

QUANTITY 

 

 

 UNIT 

 

 

    UNIT PRICE    

 

 

AMOUNT

 

   

 

To:

[*] per cubic foot

This is an increase of [*].

 

TIERS: 6 - 8

TIER 6:

From:

[*] per cubic foot

To:

[*] per cubic foot

This is an increase of [*].

 

TIER 7:

From:

[*] per cubic foot

To:

[*] per cubic foot

This is an increase of [*].

 

TIER 8:

From:

[*] per cubic foot

To:

[*] per cubic foot

This is an increase of [*].

 

[*]

 

Sub Rept Req’d: Y Carrier Code: FX Route Termini

S: Various Route Termini End: Various Payment

Terms: SEE CONTRACT

Delivery: 11/28/2016

Discount Terms:

See Schedule

Accounting Info:

BFN: 670167

Period of Performance: 09/30/2013 to 09/29/2024

 

Change Item 1 to read as follows:

    

             
         

 

 

1

 

 

Day Network

Account Number: 53503

 

Continued...

 

 

             

 

[*]

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


CONTINUATION SHEET

  REQUISITION NO.  

PAGE

 

3

 

    OF

 

    3

 

              

 

CONTRACT/ORDER NO.

 

ACN-13-FX/154

 

AWARD/ EFFECTIVE DATE  

 

04/01/2019

  MASTER/AGENCY CONTRACT NO.       SOLICITATION NO.  

SOLICITATION         ISSUE DATE

           
    ITEM NO    

 

 

SCHEDULE OF SUPPLIES/SERVICES

 

 

QUANTITY 

 

 

 UNIT 

 

 

    UNIT PRICE    

 

 

AMOUNT

 

         
   

This is for estimation purposes only and is not a guarantee of contract value.

 

Omitted Attachment

An attachment to this exhibit containing certain volume information has been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally a copy of the attachment to the Securities and Exchange Commission or its staff upon request.

 

 

 

 

               

Exhibit 10.3

INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO FEDEX IF PUBLICLY DISCLOSED.

 

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

  1. CONTRACT ID CODE     PAGE     OF
     

 

    1    

 

 

    2    

2. AMENDMENT/MODIFICATION NO.

155

 

3. EFFECTIVE DATE  

03/04/2019

  4. REQUISITION/PURCHASE REQ. NO.       5. PROJECT NO. (If applicable)
6. ISSUED BY                                                CODE     5ACAAQ   7. ADMINISTERED BY (IF OTHER THAN ITEM 6)   CODE     5ACAAQ

JESSICA J. STRINGER

Cargo Air Acquisitions

Air Transportation CMC

United States Postal Service

475 L’Enfant Plaza SW, Room 1P650

Washington DC 20260-0650

(202) 268-5527  

 

 

Cargo Air Acquisitions

Air Transportation CMC

United States Postal Service

475 L’Enfant Plaza SW, Room 1P650

Washington DC 20260-0650

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County,  State, and Zip Code)           (x)         9A. AMENDMENT OF SOLICITATION NO.

 

FEDERAL EXPRESS CORPORATION

             

3610 HACKS CROSS ROAD

MEMPHIS TN 38125-8800

           

9B. DATED (SEE ITEM 11)

 

   

    

 

     x      

 

 

10A. MODIFICATION OF CONTRACT/ORDER NO.

ACN-13-FX

 

                  10B. DATED (SEE ITEM 13)
SUPPLIER CODE:      000389122   FACILITY CODE                           04/23/2013
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS     
         ☐  is extended,        ☐  is not  extended.

 

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning                  copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

 

12. ACCOUNTING AND APPROPRIATION DATA (If required.)

See Schedule

 

Net Increase:      [*]

    

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

 

   
(x)    

A. THIS CHANGE BY CLAUSE IS ISSUED PURSUANT TO: (Specify clause) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

     
☐                 

 

☐  

 

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14.

 

       

 

☐  

 

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO THE AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

 

       
☒    

D. OTHER (such as no cost change/cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

Mutual Agreement of the Contracting Parties

 

       

 

E. IMPORTANT: Contractor          is not,          is required to sign this document and return         1     copies to the issuing office.

 

   

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

The purpose of this modification is to incorporate Operating Period 66 (March 2019) Charters into the ACN-13-FX contract, with the following conditions:

 

A) Once the Charters are scheduled they cannot be canceled.

 

B) All Service and Scan penalties (reductions in payment), related to the Day Network only, will be eliminated. This relief does not apply to the Night Network.

 

C) Volume will be inducted into the network at the Memphis Hub and will incur appropriate tier pricing and will be processed normally.

 

Continued…

   

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

 

   

15A. NAME AND TITLE OF SIGNER (Type or print)

 

    Ron D. Stevens, Vice President                                                          

 

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

 

    Brian Mckain

15B. CONTRACTOR/OFFEROR

 

/s/ RON D. STEVENS

(Signature of person authorized to sign)

     

15C. DATE SIGNED  

 

7-16-19

 

16B. CONTRACT AUTHORITY

 

/s/ BRIAN MCKAIN

(Signature of Contracting Officer)

     

16C. DATE SIGNED

 

7/16/19

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


CONTINUATION SHEET

  REQUISITION NO.  

PAGE

 

2

 

    OF

 

    2

 

              

 

CONTRACT/ORDER NO.

 

ACN-13-FX/155

 

AWARD/ EFFECTIVE DATE  

 

03/04/2019

  MASTER/AGENCY CONTRACT NO.       SOLICITATION NO.  

SOLICITATION         ISSUE DATE

           
    ITEM NO    

 

 

SCHEDULE OF SUPPLIES/SERVICES

 

 

QUANTITY 

 

 

 UNIT 

 

 

    UNIT PRICE    

 

 

AMOUNT

 

   

 

FedEx will notify the Postal Service if the tender requirement is different than what is currently in the contract. Delivery does not change. Payments for said charters will be paid as part of the Operating Period reconciliation.

 

Sub Rept Req’d: Y Carrier Code: FX Route Termini

S: Various Route Termini End: Various Payment

Terms: SEE CONTRACT

Delivery: 03/23/2018

Discount Terms:

See Schedule

Accounting Info:

BFN: 670167

Period of Performance: 09/30/2013 to 09/29/2024

 

Change Item 9 to read as follows:

             
         
9  

Ad Hoc Charter Option

Account Number: 53703

 

This value is for estimation purposes only.

 

Omitted Attachment

An attachment to this exhibit regarding certain charter services to be provided by FedEx for the U.S. Postal Service has been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally a copy of the attachment to the Securities and Exchange Commission or its staff upon request.

 

 

              [*]

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

Exhibit 10.4

INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO FEDEX IF PUBLICLY DISCLOSED.

 

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

  1. CONTRACT ID CODE     PAGE     OF
     

 

    1    

 

 

    2    

2. AMENDMENT/MODIFICATION NO.

156

 

3. EFFECTIVE DATE  

04/29/2019

  4. REQUISITION/PURCHASE REQ. NO.       5. PROJECT NO. (If applicable)
6. ISSUED BY                                                CODE     5ACAAQ   7. ADMINISTERED BY (IF OTHER THAN ITEM 6)   CODE     5ACAAQ

JESSICA J. STRINGER

Cargo Air Acquisitions

Air Transportation CMC

United States Postal Service

475 L’Enfant Plaza SW, Room 1P650

Washington DC 20260-0650

(202) 268-5527  

 

 

Cargo Air Acquisitions

Air Transportation CMC

United States Postal Service

475 L’Enfant Plaza SW, Room 1P650

Washington DC 20260-0650

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County,  State, and Zip Code)           (x)         9A. AMENDMENT OF SOLICITATION NO.

 

FEDERAL EXPRESS CORPORATION

             

3610 HACKS CROSS ROAD

MEMPHIS TN 38125-8800

           

9B. DATED (SEE ITEM 11)

 

   

    

 

     x      

 

 

10A. MODIFICATION OF CONTRACT/ORDER NO.

ACN-13-FX

 

                  10B. DATED (SEE ITEM 13)
SUPPLIER CODE:      000389122   FACILITY CODE                           04/23/2013
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS     
         ☐  is extended,        ☐  is not  extended.

 

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning                  copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment number. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

 

12. ACCOUNTING AND APPROPRIATION DATA (If required.)

See Schedule

 

Net Increase:      [*]

    

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

 

   
(x)    

A. THIS CHANGE BY CLAUSE IS ISSUED PURSUANT TO: (Specify clause) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

     
☐                 

 

☐  

 

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14.

 

       

 

☐  

 

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO THE AUTHORITY OF: THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

 

       
☒    

D. OTHER (such as no cost change/cancellation, termination, etc.) (Specify type of modification and authority): THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.

Mutual Agreement of the Contracting Parties

 

       

 

E. IMPORTANT: Contractor          is not,          is required to sign this document and return         1     copies to the issuing office.

 

   

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

In accordance with contract ACN-13-FX and the “Fuel Adjustment” section, the following Line Haul Rate (fuel) for the Day Network as set out in Attachment 10 is modified for performance during the period of April 29, 2019 to June 2, 2019 (Operating Period 68) as follows:

 

TIERS: Base – Tier 5

From:

[*] per cubic foot

To:

[*] per cubic foot

This is a decrease of [*].

Continued…

   

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

 

   

15A. NAME AND TITLE OF SIGNER (Type or print)

 

    Ron D. Stevens, Vice President                                                          

 

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

 

    Brian Mckain

15B. CONTRACTOR/OFFEROR

 

/s/ RON D. STEVENS

(Signature of person authorized to sign)

     

15C. DATE SIGNED  

 

7-16-19

 

16B. CONTRACT AUTHORITY

 

/s/ BRIAN MCKAIN

(Signature of Contracting Officer)

     

16C. DATE SIGNED

 

7/16/19

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


CONTINUATION SHEET

  REQUISITION NO.  

Page

 

2

 

    Of

 

    2

 

              

 

CONTRACT/ORDER NO.

 

ACN-13-FX/156

 

AWARD/ EFFECTIVE DATE  

 

04/29/2019

  MASTER/AGENCY CONTRACT NO       SOLICITATION NO.  

SOLICITATION         ISSUE DATE

           
    ITEM NO    

 

 

SCHEDULE OF SUPPLIES/SERVICES

 

 

QUANTITY 

 

 

 UNIT 

 

 

    UNIT PRICE    

 

 

AMOUNT

 

   

 

TIERS: 6 - 8

TIER 6:

From:

[*] per cubic foot

To:

[*] per cubic foot

This is a decrease of [*].

 

TIER 7:

From:

[*] per cubic foot

To:

[*] per cubic foot

This is a decrease of [*].

 

TIER 8:

From:

[*] per cubic foot

To:

[*] per cubic foot

This is a decrease of [*].

 

[*]

 

Sub Rept Req’d: Y Carrier Code: FX Route Termini

S: Various Route Termini End: Various Payment

Terms: SEE CONTRACT

Delivery: 11/28/2016

Discount Terms:

See Schedule

Accounting Info:

BFN: 670167

Period of Performance: 09/30/2013 to 09/29/2024

 

Change Item 1 to read as follows:

             
         

 

1

 

Day Network

Account Number: 53503

 

This is for estimation purposes only and is not a guarantee of contract value.

 

Omitted Attachment

An attachment to this exhibit containing certain volume information has been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally a copy of the attachment to the Securities and Exchange Commission or its staff upon request.

 

 

              [*]

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

Exhibit 10.5

INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO FEDEX IF PUBLICLY DISCLOSED.

 

LOGO   

FEC 07-0255-046           

 

The Boeing Company     

P.O. Box 3707                

Seattle, WA 98124-2207

FED-PA-3157-LA-1902776

Federal Express Corporation

3131 Democrat Road

Memphis, TN 38118

 

Attention:   

Mr. Guy See

Managing Director – Aircraft Acquisitions & Sales

Subject:    Revisions to the Detailed Specification and Associated Unincorporated Changes Pricing for 777F Aircraft (Aircraft)
References:    Purchase Agreement 3157 between The Boeing Company (Boeing) and Federal Express Corporation (Customer) dated November 7, 2006 relating to Model 777F Aircraft, as amended (777 Purchase Agreement)

All terms used but not defined in this letter (Letter Agreement) shall have the same meaning as in the referenced 777 Purchase Agreement.

l.    Background.

1.1    The 777 Purchase Agreement sets forth the Detail Specification pursuant to which Boeing manufactures Customer’s Aircraft.

1.2    Pursuant to Article 4, Detailed Specification: Changes, of the AGTA, Boeing and Customer have agreed upon certain changes to the 777 Aircraft Specification by executing option proposals (each an Option Proposal) for such changes (each an Unincorporated Change). Option Proposals detail the pricing (Unincorporated Change Price), effective date for the Unincorporated Change, and applicable Aircraft by manufacturer serial number (MSN).

1.3    [*].

2.    Agreement.

2.1    Boeing and Customer agree that [*].

2.2    [*].

 

FED-PA-3712-MISC-1902776

Follow-On Unincorporated Changes pricing for 777F Aircraft

   Page 1

BOEING PROPRIETARY

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


2.3    [*].

3.    Confidentiality.

Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.

 

Very truly yours,
THE BOEING COMPANY
By:  

/s/ Laura Ford

Its:  

Attorney-In-Fact

ACCEPTED AND AGREED TO this
Date:   July 9, 2019
FEDERAL EXPRESS CORPORATION
By:  

/s/ Kevin Burkhart

Its:  

Vice President

 

FED-PA-3712-MISC-1902776

Follow-On Unincorporated Changes pricing for 777F Aircraft

   Page 2

BOEING PROPRIETARY

Omitted Attachment

An attachment to this exhibit regarding pricing for changes to certain specifications pursuant to which The Boeing Company manufactures FedEx’s B777F aircraft has been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally a copy of the attachment to the Securities and Exchange Commission or its staff upon request.

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

Exhibit 10.6

INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO FEDEX IF PUBLICLY DISCLOSED.

Supplemental Agreement No. 12

to

Purchase Agreement No. 3712

between

The Boeing Company

And

Federal Express Corporation

Relating to Boeing Model 767-3S2F Aircraft

THIS SUPPLEMENTAL AGREEMENT, entered into as of June 24, 2019 by and between THE BOEING COMPANY (Boeing) and FEDERAL EXPRESS CORPORATION (Customer);

W I T N E S S E T H:

A. WHEREAS, the parties entered into Purchase Agreement No. 3712, dated December 14, 2011 (Purchase Agreement), relating to the purchase and sale of certain Boeing Model 767-3S2F Aircraft (the Aircraft); and

B. WHEREAS, Customer desires to exercise six (6) Option Aircraft, which shall be designated as Block C Aircraft, with delivery months as set forth in the table below (SA-12 Option Exercise Aircraft):

 

Delivery Month &

Year for Exercised

Option Aircraft

   Block

[*]

   Block C

[*]

   Block C

[*]

   Block C

[*]

   Block C

[*]

   Block C

[*]

   Block C

 

 

BOEING PROPRIETARY

SA12-1

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


Supplemental Agreement No. 12 to

Purchase Agreement No. 3712

 

C. WHEREAS, Customer desires to add six (6) Option Aircraft to the Purchase Agreement, hereinafter referred to as Option Aircraft, with delivery months as set forth in the table below:

 

Delivery Month &

Year for Option

Aircraft

   Block
[*]    Option Aircraft
[*]    Option Aircraft
[*]    Option Aircraft
[*]    Option Aircraft
[*]    Option Aircraft
[*]    Option Aircraft

D. WHEREAS, Customer desires to cancel six (6) Purchase Rights from the Purchase Agreement.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to supplement the Purchase Agreement as follows:

All terms used herein and in the Purchase Agreement, and not defined herein, shall have the same meaning as in the Purchase Agreement.

1. Remove and replace, in its entirety, the Table of Contents with the revised Table of Contents attached hereto to reflect the changes made by this Supplemental Agreement No. 12.

2. Boeing and Customer acknowledge and agree that upon execution of this Supplemental Agreement No. 12 and upon fulfillment of the conditions described in Article 11 below, (i) the six (6) Option Aircraft exercised as firm Aircraft described in Recital Paragraph B above are hereby added to the Purchase Agreement and are considered by the parties as “Block C Aircraft” and will be deemed “Aircraft” for all purposes under the Purchase Agreement except as otherwise described herein, (ii) the six (6) Option Aircraft described in Recital Paragraph C above are hereby added to the Purchase Agreement as “Option Aircraft” as described herein and will be deemed such for all purposes under the Purchase Agreement except as otherwise described herein, and (iii) six (6) Purchase Rights described in Recital Paragraph D above are hereby cancelled from the Purchase Agreement decreasing the total quantity of Purchase Rights to thirty-two (32).

 

 

BOEING PROPRIETARY

SA12-2

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


Supplemental Agreement No. 12 to

Purchase Agreement No. 3712

 

3. Revise and replace in its entirety, Table 1-B with a revised Table 1-B, attached hereto, to add the six (6) Aircraft described in Recital Paragraph B above to Table 1-B.

4. Revise and replace in its entirety Letter Agreement FED-PA-03712-LA-1106156R2, Option Aircraft, with Letter Agreement FED-PA-03712-LA-1106156R3, Option Aircraft, attached hereto, to reflect the [*] for the Option Aircraft described in Recital Paragraph C above.

5. Revise and replace in its entirety Attachment 1 to Letter Agreement FED-PA-03712-LA-1106156R2, Option Aircraft, attached hereto, to reflect (i) the deletion of the Option Aircraft referred to in Recital Paragraph B above, and (ii) the addition of the Option Aircraft described in Recital Paragraph C above.

6. Revise and replace in its entirety Attachment 3 to Letter Agreement FED-PA-03712-LA-1106156R2, Option Aircraft, attached hereto, to reflect the exercise of the Option Aircraft described in Recital Paragraph B above.

7. Revise and replace in its entirety Attachment 4 to Letter Agreement FED-PA-03712-LA-1106156R2, Option Aircraft, attached hereto, to reflect (i) the exercise of the Option Aircraft described in Recital Paragraph B above and (ii) the addition of the Option Aircraft described in Recital Paragraph C above.

8. Revise and replace in its entirety Letter Agreement FED-PA-03712-LA-1106158R4, Right to Purchase Additional Aircraft, with Letter Agreement FED-PA-03712-LA-1106158R5, Right to Purchase Additional Aircraft, attached hereto, to reflect the cancellation of six (6) Purchase Rights as described in Recital Paragraph D above, resulting in a revised quantity of thirty-two (32) Purchase Rights.

9. Revise and replace in its entirety Letter Agreement FED-PA-03712-LA-1106614R3, Special Matters for Purchase Right Aircraft, with Letter Agreement FED-PA-03712-LA-1106614R4, Special Matters for Purchase Right Aircraft, attached hereto, to reflect the letter agreement revision described in Paragraph 7 above.

10. For the sake of clarity, the parties confirm and agree that the (i) six (6) Block C Aircraft described in Recital Paragraph B above added herein shall be subject to Letter Agreement FED-PA-03712-LA-1106159R1, Special Matters Concerning [*] and Letter Agreement FED-PA-03712-LA-1106584R4, Aircraft Performance Guarantees.

 

 

BOEING PROPRIETARY

SA12-3

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

 


Supplemental Agreement No. 12 to

Purchase Agreement No. 3712

 

11. As a result of the changes incorporated in this Supplemental Agreement No. 12, Customer will [*] applicable to each of the six (6) Block C Aircraft described in Recital Paragraph B above and added to the Purchase Agreement pursuant to this Supplemental Agreement No. 12 and (ii) an Option Deposit [*] for each of the six (6) Option Aircraft described in Recital Paragraph C above and added to the Purchase Agreement pursuant to this Supplemental Agreement No. 12. The foregoing results in an [*] (SA-12 Payment Amount). For clarity, the terms “pre-delivery payment(s)”, “PDP(s)” and “advance payment(s)” are used on an interchangeable basis. [*].

12. This Supplemental Agreement No. 12 to the Purchase Agreement shall not be effective until executed and delivered by the parties on or prior to June 28 2019.

13. References in the Purchase Agreement and any supplemental agreements and associated letter agreements to the tables, exhibits, supplemental exhibits and letter agreements listed in the left column of the below table shall be deemed to refer to the corresponding tables, exhibits, supplemental exhibits and letter agreements listed in the right column of the below table.

 

Reference    Replacement Reference
FED-PA-03712-LA-1106156R2    FED-PA-03712-LA-1106156R3
FED-PA-03712-LA-1106158R4    FED-PA-03712-LA-1106158R5
FED-PA-03712-LA-1106614R3    FED-PA-03712-LA-1106614R4

 

 

BOEING PROPRIETARY

SA12-4

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

 


Supplemental Agreement No. 12 to

Purchase Agreement No. 3712

 

EXECUTED as of the day and year first above written.

THE BOEING COMPANY

 

By:  

/s/ Laura Ford

Its:   Attorney-In-Fact
FEDERAL EXPRESS CORPORATION
By:  

/s/ Kevin Burkhart

Its:   Vice President Aircraft Acquisition

 

BOEING PROPRIETARY

SA12-5

 


TABLE OF CONTENTS

 

     SA Number  

ARTICLES

  

1

  Quantity, Model and Description   

2

  Delivery Schedule   

3

  Price   

4

  Payment   

5

  Additional Terms   

TABLES

  

1-A

  Firm Aircraft Information Table      10  

1-A1

  Block B and Block C Aircraft Information Table      11  

1-A2

  Block E, Block F and Block G Aircraft Information Table      11  

1-B

  Exercised Option Aircraft Information Table      12  

1-B1

  Exercised Block D Option Aircraft Information Table      2  

1-C

  Exercised Purchase Right Aircraft Information Table      2  

EXHIBIT

    

A

  Aircraft Configuration      4  

B

  Aircraft Delivery Requirements and Responsibilities   

SUPPLEMENTAL EXHIBITS

  

AE1

  Escalation Adjustment/Airframe and Optional Features   

BFE1

  BFE Variables      2  

CS1

  Customer Support Variables   

EE1

  Engine Escalation, Engine Warranty and Patent Indemnity   

SLP1

  Service Life Policy Components   

 

FED-PA-03712       SA-12
   BOEING PROPRIETARY   


     SA Number  

LETTER AGREEMENTS

  

LA-1106151R2

  LA-Special Matters Concerning [*] – Option   
  Aircraft and Certain Purchase Right Aircraft      6  

LA-1106152

  LA-Special Matters Concerning [*] – Firm Aircraft   

LA-1106153

  LA-Liquidated Damages Non-Excusable Delay   

LA-1106154R2

  LA-Firm Aircraft and Option Aircraft Delivery Matters      6  

LA-1106155

  LA-Open Configuration Matters   

LA-1106156R3

  LA-Option Aircraft      12  
  Attachment 1 to LA-1106156R3      12  
  Attachment 2 to LA-1106156R3      6  
  Attachment 3 to LA-1106156R3      12  
  Attachment 4 to LA-1106156R3      12  

LA-1106157

  AGTA Amended Articles   

LA-1106158R5

  LA-Right to Purchase Additional Aircraft      12  

LA-1106159R1

  LA-Special Matters Concerning [*]      1  

LA-1106160

  LA-Spare Parts Initial Provisioning   

LA-1106163

  LA-Demonstration Flight Waiver   

LA-1106177R1

  LA-[*]      6  

LA-1106207R1

  LA-Special Matters Firm Aircraft      1  

LA-1106208R2

  LA-Special Matters Option Aircraft      1  

LA-1106574R1

  LA-Agreement for Deviation from the [*]      6  

LA-1106584R4

  LA-Aircraft Performance Guarantees      6  

LA-1106586

  LA-Miscellaneous Matters   

LA-1106614R4

  LA-Special Matters for Purchase Right Aircraft      12  

LA-1106824

  LA-Customer Support Matters   

LA-1208292R2

  LA-Special Matters Concerning [*] – Block B, Block C, Block E, Block F and Block G Aircraft      6  

LA-1208296R1

  LA-Special Matters for Block D Option Aircraft      6  

LA-1208949R1

  LA-Special Matters for Aircraft in Table 1-A1      11  

6-1162-SCR-146R2

  LA Special Provision - Block B and Block G Aircraft      11  

LA-1306854R1

  Performance Guarantees, Demonstrated Compliance      6  

6-1162-LKJ-0696R6

  LA-[*]      6  

6-1162-LKJ-0705

  LA-Special Matters for Block E, Block F and Block G Aircraft in Table 1-A2   

6-1162-LKJ-0707

  LA- Agreement Regarding [*]      6  

6-1162-LKJ-0709

  [*] Special Matters      6  

6-1162-LKJ-0728

  Special Matters – SA-8 Early Exercise Aircraft      8  

6-1162-LKJ-0744

  Special Considerations – SA-10 Accelerated Aircraft      10  

6-1169-LKJ-0773

  Special Matters – SA-11      11  

 

 

FED-PA-03712       SA-12
  

BOEING PROPRIETARY

 

  
*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


SUPPLEMENTAL AGREEMENTS

  

DATED AS OF:

Supplemental Agreement No. 1

   June 29, 2012

Supplemental Agreement No. 2

   October 8, 2012

Supplemental Agreement No. 3

   December 11, 2012

Supplemental Agreement No. 4

   December 10, 2013

Supplemental Agreement No. 5

   September 29, 2014

Supplemental Agreement No. 6

   July 21, 2015

Supplemental Agreement No. 7

   April 18, 2016

Supplemental Agreement No. 8

   June 10, 2016

Supplemental Agreement No. 9

   February 16, 2017

Supplemental Agreement No. 10

   May 10, 2017

Supplemental Agreement No. 11

   June 18, 2018

Supplemental Agreement No. 12

   , 2019

 

FED-PA-03712       SA-12
   BOEING PROPRIETARY   


LOGO     

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

 

 

FED-PA-03712-LA-1106156 R3

Federal Express Corporation

3610 Hacks Cross

Memphis, TN 38125

 

Subject:    Option Aircraft
Reference:    Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft)

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes FED-PA-03712-LA-1106156R2 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

1. Right to Purchase Option Aircraft.

Subject to the terms and conditions contained in this Letter Agreement, Customer has the option to purchase thirty-five (35) additional Model 767-3S2F aircraft as option aircraft (Option Aircraft) and fifteen (15) additional Model 767-3S2F aircraft as Block D option aircraft (Block D Option Aircraft). Except as set forth herein, and in the Purchase Agreement, the Block D Option Aircraft are considered Option Aircraft.

2. Delivery.

The number of Option Aircraft and associated delivery months are listed in the Attachment 1 to this Letter Agreement. The number of Block D Option Aircraft and associated delivery months are listed in the Attachment 2 to this Letter Agreement.

3. Configuration.

The configuration for the Option Aircraft will be the Detail Specification for model 767-3S2F aircraft at the revision level in effect at the time of Supplemental Agreement. Such Detail Specification will be revised to include (i) changes required to obtain required regulatory certificates and (ii) other changes as mutually agreed upon by Customer and Boeing.

4. Price.

4.1 The Airframe Price, Engine Price, Optional Features Prices, and Aircraft Basic Price for each of the Option Aircraft shall remain in base year [*] and such prices will be subject to escalation in accordance with the Purchase Agreement.

 

 

FED-PA-03712-LA-1106156R3    SA-12
Option Aircraft    Page 1
BOEING PROPRIETARY

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


LOGO

 

4.2 Subject to the provisions of Letter Agreement FED-PA-03712-LA-1106151R2 titled Special Matters Concerning [*] – Option Aircraft and Certain Purchase Right Aircraft” the Airframe Price, Engine Price, Optional Features Prices, and Aircraft Basic Price for each of the Option Aircraft will be adjusted for escalation in accordance with the Purchase Agreement.

4.3 The Advance Payment Base Price for each exercised Option Aircraft shall be developed in accordance with the terms of the Purchase Agreement and determined at the time of Supplemental Agreement.

5. Payment.

5.1 Customer will pay an option deposit to Boeing in the amount of [*] (Option Deposit) for each of the six (6) Option Aircraft added to the Purchase Agreement pursuant to Supplemental Agreement No. 12 to the Purchase Agreement (SA-12). The parties acknowledge that Customer has previously paid an Option Deposit to Boeing in the amount of [*] for (i) each of the fifteen (15) Block D Option Aircraft added to the Purchase agreement pursuant to Supplemental Agreement No. 1 to the Purchase Agreement, (ii) each of the twenty-nine (29) Option Aircraft in Attachment 1 prior to the execution of SA-12. If Customer exercises an option, the Option Deposit will be credited against the first advance payment due. [*].

5.2 At execution of this Letter Agreement, advance payments will be payable as specified in the Purchase Agreement. The remainder of the Aircraft Price for the Option Aircraft will be paid at the time of delivery.

6. Option Exercise.

6.1 Customer will exercise [*], by giving written notice to Boeing on or before the first business day of the month that is [*] months prior to the month of delivery [*] (Option Exercise Date). [*].

 

 

FED-PA-03712-LA-1106156R3    SA-12
Option Aircraft    Page 2
BOEING PROPRIETARY

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


LOGO

 

6.2 [*].

6.2.1 [*].

6.2.2 [*].

 

 

FED-PA-03712-LA-1106156R3    SA-12
Option Aircraft    Page 3
BOEING PROPRIETARY

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


LOGO

 

6.2.3 [*].

6.2.4 [*].

6.3 The parties agree that Option Aircraft, once exercised, will be added to Table 1-B or Table 1-B1, as applicable, of the Purchase Agreement.

7. [*].

7.1 [*].

7.1.1 [*].

7.1.2 [*].

8. [*].

[*].

9. [*].

[*].

10. Supplemental Agreement.

Following Customer’s exercise of an option the parties will sign a supplemental agreement for the purchase of such Option Aircraft (Supplemental Agreement). The Supplemental Agreement will include the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter Agreement.

11. Confidential Treatment.

Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the foregoing, Customer may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect thereto, and as required by law.

 

 

FED-PA-03712-LA-1106156R3    SA-12
Option Aircraft    Page 4
BOEING PROPRIETARY

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


LOGO

 

Very truly yours,

 

THE BOEING COMPANY
By  

/s/ Laura Ford

Its   Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:   June 24, 2019
FEDERAL EXPRESS CORPORATION
By  

/s/ Kevin Burkhart

Its   Vice President Aircraft Acquisition

Attachments

 

FED-PA-03712-LA-1106156R3    SA-12
Option Aircraft    Page 5
BOEING PROPRIETARY


LOGO     

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

 

 

FED-PA-03712-LA-1106158 R5

Federal Express Corporation

3610 Hacks Cross

Memphis, TN 38125

 

Subject:    Right to Purchase Additional Aircraft
Reference:    Purchase Agreement No. 3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft)

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. In addition, this Letter Agreement cancels and supersedes FED-PA-03712-LA-1106158R4 in its entirety. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

1. Right to Purchase Incremental Aircraft.

Subject to the terms and conditions contained herein, Customer will have the right to purchase (Purchase Right) thirty-two (32) additional Boeing Model 767-3S2F aircraft as purchase right aircraft (Purchase Right Aircraft).

2. Delivery.

The Purchase Right Aircraft delivery positions are [*].

3. Configuration.

The configuration for the Purchase Right Aircraft will be the Detail Specification for Model 767-3S2F aircraft at the revision level in effect at the time of the Supplemental Agreement. Such Detail Specification will be revised to include (i) changes required to obtain required regulatory certificates and (ii) other changes as mutually agreed upon by Boeing and Customer.

4. Price.

4.1 The Airframe Price, Engine Price, Optional Features Prices, and Aircraft Basic Price for the Purchase Right Aircraft shall remain in base year [*] and such prices will be subject to escalation to the scheduled delivery date of the Purchase Right Aircraft.

 

 

FED-PA-03712-LA-1106158R5    SA-12
Right to Purchase Additional Aircraft    Page 1
BOEING PROPRIETARY

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.

 


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4.2 Subject to the provisions of Letter Agreement FED-PA-03712-LA-1106151R2 Special Matters Concerning [*] – Option Aircraft and Certain Purchase Right Aircraft, the Airframe Price, Engine Price, Optional Features Prices, and Aircraft Basic Price for each of the Purchase Right Aircraft will be adjusted for escalation in accordance with the Purchase Agreement.

4.3 The Advance Payment Base Price for each exercised Purchase Right Aircraft shall be developed in accordance with the terms of the Purchase Agreement and determined at the time of Supplemental Agreement.

5. Payment.

At Supplemental Agreement for the Purchase Right Aircraft, advance payments will be payable as specified in the Purchase Agreement. The remainder of the Aircraft Price for the Purchase Right Aircraft will be paid at the time of delivery.

6. Notice of Exercise and Payment of Deposit.

6.1 Customer may exercise a Purchase Right by giving written notice (Notice of Exercise) to Boeing. All Purchase Right aircraft must be exercised for delivery no later than [*]. Such Notice of Exercise shall be accompanied by payment, by electronic transfer to the account specified below, in accordance with the Purchase Agreement. Such amount will be the initial advance payment due at execution of the Supplemental Agreement.

 

[*]

6.2 The parties agree that Purchase Right Aircraft, once exercised, will be added to Table 1-C of the Purchase Agreement.

7. Supplemental Agreement.

Following Customer’s exercise of a Purchase Right in accordance with the terms and conditions stated herein [*], the parties will sign a supplemental agreement for the purchase of such Purchase Right Aircraft (Supplemental Agreement) within thirty (30) calendar days of such exercise (Purchase Right Exercise). The Supplemental Agreement will include the provisions then contained in the Purchase Agreement as modified to reflect the provisions of this Letter Agreement and any additional mutually agreed terms and conditions.

 

 

FED-PA-03712-LA-1106158R5    SA-12
Right to Purchase Additional Aircraft    Page 2
BOEING PROPRIETARY

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


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8. [*].

[*].

9. General Expiration of Rights.

Each Purchase Right shall expire at the time of execution of the Supplemental Agreement for the applicable Purchase Right Aircraft, or, if no such Supplemental Agreement is executed, on [*].

10. Confidential Treatment.

Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the foregoing, Customer may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect thereto, and as required by law.

 

 

FED-PA-03712-LA-1106158R5    SA-12
Right to Purchase Additional Aircraft    Page 3
BOEING PROPRIETARY

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


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Very truly yours,

 

THE BOEING COMPANY
By  

/s/ Laura Ford

Its   Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:   June 24, 2019
FEDERAL EXPRESS CORPORATION
By  

/s/ Kevin Burkhart

Its   Vice President Aircraft Acquisition

 

FED-PA-03712-LA-1106158R5    SA-12
Right to Purchase Additional Aircraft    Page 4
BOEING PROPRIETARY


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The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

 

 

FED-PA-03712-LA-1106614 R4

Federal Express Corporation

3610 Hacks Cross Road

Memphis, TN 38125

 

Subject:    Special Matters for Purchase Right Aircraft
Reference:    Purchase Agreement No. PA-3712 (Purchase Agreement) between The Boeing Company (Boeing) and Federal Express Corporation (Customer) relating to Model 767-3S2F aircraft (Aircraft)

This letter agreement (Letter Agreement) cancels and supersedes Letter Agreement FED-PA-03712-LA-1106614R3 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. The credit memoranda provided for in this Letter Agreement will be applicable to exercised Purchase Right Aircraft only (Exercised Purchase Right Aircraft), as described in letter agreement FED-PA-03712-LA-1106158R5, Right to Purchase Additional Aircraft.

1. Credit Memoranda.

1.1 [*].

1.2 [*].

1.3 [*].

1.4 [*].

1.5 [*].

2. Escalation of Credit Memoranda.

Unless otherwise noted, the amounts of the Credit Memoranda stated in Paragraphs 1.1 through 1.5 are in [*] base year dollars and will be escalated to the scheduled month of the respective Exercised Purchase Right Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the Exercised Purchase Right Aircraft. The Credit Memoranda may, at the election of Customer, be [*].

3. [*].

 

 

FED-PA-03712-LA-1106614R4    SA-12
Special Matters for Purchase Right Aircraft    Page 1
BOEING PROPRIETARY

 

*

Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


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4. Assignment.

Unless otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer’s taking title to the Exercised Purchase Right Aircraft at time of delivery and becoming the operator of the Exercised Purchase Right Aircraft. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing, which will not be unreasonably withheld.

5. Confidentiality

Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Each of Customer and Boeing agree that it will treat this Letter Agreement and the information contained herein as confidential. Customer agrees to limit the disclosure of the contents of this Letter Agreement to employees of Customer with a need to know and who understand that they are not to disclose its content to any other person or entity without the prior written consent of Boeing. Notwithstanding the forgoing, Customer may disclose this Letter Agreement and the terms and conditions herein to its parent company, FedEx Corporation, to the Board of Directors of its parent corporation, FedEx Corporation, to its professional advisors under a duty of confidentiality with respect hereto, and as required by law.

Very truly yours,

 

THE BOEING COMPANY
By  

/s/ Laura Ford

Its   Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:   June 24, 2019
FEDERAL EXPRESS CORPORATION
By  

/s/ Kevin Burkhart

Its   Vice President

 

FED-PA-03712-LA-1106614R4    SA-12
Special Matters for Purchase Right Aircraft    Page 2

BOEING PROPRIETARY

 

Omitted Attachments

 

Certain attachments to this exhibit regarding delivery and pricing of certain B767F aircraft manufactured by The Boeing Company for FedEx have been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally copies of these attachments to the Securities and Exchange Commission or its staff upon request.

Exhibit 10.7

INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO FEDEX IF PUBLICLY DISCLOSED.

 

 

LOGO   

The Boeing Company     

P.O. Box 3707                

Seattle, WA 98124-2207

FED-PA-3712-MISC-1902775

Federal Express Corporation

3131 Democrat Road

Memphis, TN 38118

 

Attention:   

Mr. Guy See

Managing Director – Aircraft Acquisitions & Sales

Subject:    Revisions to the Detailed Specification and Associated Unincorporated Change Pricing for 767-3S2F Aircraft (Aircraft)
References:    Purchase Agreement 3712 between The Boeing Company (Boeing) and Federal Express Corporation (Customer) dated December 14, 2011 relating to Model 767-3S2F Aircraft (767 Purchase Agreement)

All terms used but not defined in this letter (Letter Agreement) shall have the same meaning as in the referenced 767 Purchase Agreement.

1.    Background.

1.1.    The 767 Purchase Agreement sets forth the detailed specifications pursuant to which Boeing manufactures Customer’s Aircraft.

1.2.    Pursuant to Article 4, Detailed Specification Changes; of the AGTA, Boeing and Customer have agreed upon certain changes to the 767 Detail Specification by executing an option proposal (Option Proposal) for such change (Unincorporated Change). The Option Proposal details the pricing (Unincorporated Change Price), effective date for the Unincorporated Change, and applicable Aircraft by manufacturer serial number (MSN).

1.3.    [*].

2.    Agreement.

2.1    Boeing and Customer agree that [*].

2.1.1    [*].

2.2    [*].

 

FED-PA-3712-MISC-1902775

Follow-On Unincorporated Changes pricing for 767-3S2F Aircraft

   Page 1

BOEING PROPRIETARY

* Blank spaces contained confidential information that has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) would likely cause competitive harm to FedEx if publicly disclosed.


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3.    Confidentiality.

Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.

Very truly yours,

 

THE BOEING COMPANY
By  

/s/ Laura Ford

Its  

Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: July 9                        , 2019

 

FEDERAL EXPRESS CORPORATION
By  

/s/ Kevin Burkhart

Its  

Vice President

 

FED-PA-3712-MISC-1902775

Follow-On Unincorporated Changes pricing for 767-3S2F Aircraft

   Page 2

BOEING PROPRIETARY

Omitted Attachment

An attachment to this exhibit regarding pricing for changes to certain specifications pursuant to which The Boeing Company manufactures FedEx’s B767F aircraft has been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx will furnish supplementally a copy of the attachment to the Securities and Exchange Commission or its staff upon request.

 

 

EXHIBIT 15.1

To the Stockholders and Board of Directors

FedEx Corporation

We are aware of the incorporation by reference in the following Registration Statements of FedEx Corporation:

 

(1) Registration Statement (Form S-8 No. 333-222198) pertaining to the 2010 Omnibus Stock Incentive Plan,

(2) Registration Statement (Form S-8 No. 333-192957) pertaining to the 2010 Omnibus Stock Incentive Plan,

(3) Registration Statement (Form S-8 No. 333-171232) pertaining to the 2010 Omnibus Stock Incentive Plan,

(4) Registration Statement (Form S-8 No. 333-45037) pertaining to the Adjustment Program,

(5) Registration Statement (Form S-8 No. 333-100572) pertaining to the 2002 Stock Incentive Plan,

(6) Registration Statement (Form S-8 No. 333-111399) pertaining to the Incentive Stock Plan,

(7) Registration Statement (Form S-8 No. 333-121418) pertaining to the Incentive Stock Plan,

(8) Registration Statement (Form S-8 No. 333-130619) pertaining to the Incentive Stock Plan,

(9) Registration Statement (Form S-8 No. 333-156333) pertaining to the Incentive Stock Plan, and

(10) Registration Statement (Form S-3 No. 333-226426);

of our report dated September 17, 2019, relating to the unaudited condensed consolidated interim financial statements of FedEx Corporation that are included in its Form 10-Q for the quarter ended August 31, 2019.

/s/ Ernst & Young LLP

Memphis, Tennessee

September 17, 2019

 

 

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Frederick W. Smith, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of FedEx Corporation (the “registrant”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 17, 2019

 

/s/ Frederick W. Smith

Frederick W. Smith

Chairman and

Chief Executive Officer

 

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alan B. Graf, Jr., certify that:

1.

I have reviewed this quarterly report on Form 10-Q of FedEx Corporation (the “registrant”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 17, 2019

 

/s/ Alan B. Graf, Jr.

Alan B. Graf, Jr.

Executive Vice President and

Chief Financial Officer

 

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of FedEx Corporation (“FedEx”) on Form 10-Q for the period ended August 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frederick W. Smith, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FedEx.

Date: September 17, 2019

 

/s/ Frederick W. Smith

Frederick W. Smith

Chairman and

Chief Executive Officer

 

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of FedEx Corporation (“FedEx”) on Form 10-Q for the period ended August 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan B. Graf, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of FedEx.

Date: September 17, 2019

 

/s/ Alan B. Graf, Jr.

Alan B. Graf, Jr.

Executive Vice President and

Chief Financial Officer

 

 

 

 

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